If You Don't Mind
by EnTaroCelestia
Summary: When a human wakes up in Equestria as a pony with no memory as to how he got there, he must go on an adventure with the help of the Mane 6 to unravel a secret plot that threatens not just Equestria. But the real question is - do they really have a choice?
1. Ch 1: Revelation

Chapter One: 

Revelation

Disclaimer: I do not own My Little Pony it belongs to Hasbro, Lauren Faust and whoever else owns it.

The streets were quiet, as it usually was during this time of day. One young man walking home from a long day of work sighed quietly as he made his way towards an old apartment building. The structure itself seemed unstable; the city refused to fix up the building, despite the fact that some people still lived there. The occupants of said building had repeatedly complained to city hall that the building needed to be repaired, but they were told that they would have to pay for the renovations out of their own pockets. The complaints immediately stopped after that.

The man approached the building and pulled out a set of keys from his pocket and used it to unlock the door. He stepped inside and quickly glanced back before closing the door. Had he looked a bit closer, he would have seen the black car parked outside the apartment, with two men inside staring at him intently.

"Is that him?" whispered one man.

"Yes. Let's go."

vvv

The man crashed onto his sofa with a sigh. Another long day at work, and it hadn't been a good one. He screwed up with some orders and now he would have to work overtime tomorrow to make up for it. His boss hadn't looked too pleased with him either and he figured that the chances for him getting the promotion he had longed for were gone. The man grabbed a nearby remote control and turned on his television. As he watched the black and white screen shake and blur he sighed and thought to himself, _I hate this job, I'm not making any money, and I'm living in this dump. What the hell am I gonna do.._. He was so deep into thought that he barely heard a faint knock on his door. He got up from his lying position on the sofa and started to walk to the door. Whoever was at the door knocked again, a bit louder this time.

"I'm coming, I'm coming, jeez..." he mumbled.

He opened the door and was surprised to find two tall men standing in front of him. They were wearing expensive looking black suits and ties, and they were both wearing black tinted glasses. He eyed both men carefully and he guessed that they were doing the same. The man on the left was taller and lankier than the man standing on the right. He had a simple hairstyle, with his black hair cut fairly short and perfectly done. The apartment tenant cringed when he saw that the tall man had a long pink scar that ran down from the top left of his forehead, through his sunglasses and down to his nose.

_Ouch. Wonder how he got that..._

The second man was a bit broader and seemed to have more muscles than his partner. His hair was also short, but seemed to be a bit messier than his partner's, with a few loose hairs sticking out. In his hand he carried a black suitcase with a large lock holding it closed.

All three men stared at each other for some time, before the tall man in the suit cleared his throat and asked in a flat voice, "Mr. Walker, I presume?"

The man looked at him suspiciously and replied, "Yeah. That's my name. Who the hell are you guys? Cops?"

The tall man smiled slightly and extended his hand. "My name is Agent Tiller. My partner here is Agent Mudd. And I can assure you that we are not the cops nor are we affiliated with them."

Mr. Walker looked down at the agent's hand then back to his face. He kept staring and when he wouldn't make a move, the tall man, Agent Tiller, sighed and dropped his hand. "May we come in?"

The man shook his head and answered, "Not until you tell me what you guys want."

"We'll explain everything inside. It's a bit too dangerous to talk out here, so we need to talk inside.", the muscled agent, Agent Mudd ,explained in a dark voice.

Mr. Walker stood there and argued with himself inside his head. _I can't let these guys in; I don't even know who they are. They don't look like people I should associate myself with. I think I should just close the door... but then again I need to know what they want...Yeah... I'll let 'em in but only to see what they want._

He sighed and stepped aside from the doorway to let both men in. "Come on in.", he said as he waved his hand toward his home.

"Thank you, Mr. Walker.", Agent Tiller said flatly. "We have much to talk about."

vvv

Mr. Walker groaned as he tried to get up but instead, he felt that he couldn't move his arms and legs around. His head was throbbing, and his body hurt. He opened his eyes slowly and squinted when he saw a harsh white light bearing down on him from above.

"Wh-where..." he groaned. He tried to cover his eyes when he once again felt that he couldn't move his arms around. He peered down at them and he immediately jumped when he found them confined to the chair he was sitting on. He found that his legs had been confined in a similar fashion. He heard the beeping of machines around him as he struggled to clear his mind, which felt... blurry. He tried to look around but couldn't really make clear sense of his surroundings. However, he heard a familiar male voice to his right which cleared his mind slightly as he tried to recall where he had heard that voice from.

"Ah, you're awake, Mr. Walker" he heard it say.

His eyes snapped open as he recognized the voice and he turned to look at the source and was soon face to face of the tall Agent Tiller staring down at him. Even with the bright light he could still see the scar on the agent's face.

"What... what the hell..." the man mumbled. "T-Tiller?"

Agent Tiller stared at him. The man couldn't see the agent's eyes, since they were covered by black glasses. "Mr. Walker, how are you feeling?" he asked quietly.

"Like crap..." Mr. Walker answered. "What the hell am I doing here? Let me out..." he mumbled, his mind feeling blurry once again.

"Don't worry Mr. Walker.", the agent said calmly. "We are almost finished here. But we cannot continue until you are fully asleep."

"What are you doing to me?" the man asked the agent, with a slight hint of fear in his voice.

"I am sorry, but I cannot answer your questions as of yet.", he heard Tiller say. "But like I said before, we cannot continue until you are fully asleep."

"N-no... answer me... what are you doing to me?"

The agent looked down at his arm, and saw that he was wearing a fancy silver watch. Tiller shook his head looked at Mr. Walker with a hint of annoyance on his face. "We are behind schedule, Mr. Walker. Now we must finish this soon. I will answer your questions in time, but not yet. So if you don't mind Mr. Walker, we simply must finish this now. So please. Go. To. Sleep."

The man made as if to protest, when he felt a slight aching in his head. He started to feel tired as the throbbing in his head started to grow painful. His vision blurred and he felt his eyelids drooping.

"N-no..."

The last thing Mr. Walker saw before his vision went dark was the dark grin on Agent Tiller's face.

"Sweet dreams, Mr. Walker."

vvv

Mr. Walker looked around him. It was almost completely dark, except for small patches of pale light that illuminated the area. From what could make out he was in some sort or cave, or mountain or something with a rocky terrain, if the large amount of boulders and rocks were anything to come by. In the back of his mind he had the strong urge to explore the area so he headed off in a random direction.

He continued stumbling around in the dark for what felt like an hour but stopped when he realized he had come to some sort of cliff. He stopped by the edge and peered down. It was a long drop, and he couldn't see the bottom. Seeing no way around it, he turned around and started to backtrack when he stopped moving. He frowned and tried walking again but his legs wouldn't move. He continued to struggle and attempt to move his legs but they felt heavy, like they were made of concrete. Suddenly he found his legs moving on their own, towards the edge of the cliff. He struggled, and fought to move back, but his legs wouldn't budge. His heart started racing as he neared the edge of the cliff. He was so close to falling now that if he looked down he could see the drop. His body froze and sweat dripped down his forehead as he waited there, wondering what would happen next. Suddenly he felt his body lurch forward, against his will, and he dropped into the abyss.

"NOOOOOOOOOOOOO—", he screamed at the top of his lungs as he fell towards the darkness.

Once again his vision started dimming and he started to lose consciousness. Before he blacked out, he could have sworn he heard someone something laughing cynically at him.

vvv

Twilight walked across the dirt path along the forest that lead to Fluttershy's home. The pink maned pegasus had asked the purple unicorn to help her feed some gophers that she had found near the Everfree Forest. According to Fluttershy, she found them when looking for some native herbs that grew around the forest. The gophers were apparently starving and in need of some serious medical attention so she immediately took them to her cottage where she nursed them back to health.

"Just like Fluttershy to help those in need. She's always so nice. No wonder she's the Element of Kindness." Twilight smiled as she thought of the countless animals that Fluttershy is and had taken care of.

Twilight was quite fond of animals herself and she could along with them almost as well as Fluttershy. Except for snakes. She couldn't get along with those, even if she could stop herself from screaming and running in the opposite direction. She paused and winced when she thought of her experience with the slithering reptiles during a previous Winter Wrap Up. She shook her head and continued on her way.

As Twilight neared Fluttershy's home, she realized that she was also getting closer to the Everfree Forest . She decided to keep her distance. She just had too many bad experiences with that place - from that fiasco with the Poison Jokes to falling down a cliff to almost certain doom. She only ever went in that place when she wanted to visit Zecora or to gather some plants that she needed for her studies.

Twilight was so deep in thought about her experiences in Everfree Forest as she trotted forward, that she didn't notice the large tree that stood in her way. Her train of thought was broken when she felt a sharp pain on her head that left her seeing stars.

_Oh...look... Orion's belt..._ she mumbled in her thoughts.

It took her a moment to figure out what happened, but when she did she berated herself for not paying attention to what was in front of her. The purple unicorn tried to walk back when she noticed that her horn had gotten lodged in the tree's bark. Feeling that it was firmly stuck, she placed all four of her legs on the wood as she attempted to get free. She pushed with all her strength and started to feel her horn coming loose. After much effort, she heard a loud pop emanate from the tree and her body was sent flying into some grass nearby.

Twilight groaned and got up. She rubbed her horn to make sure it was alright. Feeling that it didn't hurt, she started to walk back to Fluttershy's home when she heard some faint sounds coming from behind her. She turned around slowly and found that the sounds were originating behind some bushes. The purple maned unicorn cautiously approached the bushes as the sounds got louder. She placed both hooves on the foliage; ready to pull it apart and reveal what was behind it as she thought, _Don't be snakes. PLEASE don't be snakes._ However when pulled apart the bushes, she found something she hadn't expected.

vvv

"Ugh...", Mr. Walker groaned as he rubbed his head. It still hurt. _What happened?_ _The last thing I remember is... falling...down a cliff..._

His eyes were still closed but he could feel that he was on something soft. A bed, maybe? _Mmm...this feels nice..._

He moved around a bit, enjoying the softness of whatever he was laying on, when he started to slowly open his eyes. He wasn't sure where he was but he was pretty surprised when he observed his surroundings. It was a library, no doubt about it. There were books EVERYWHERE, and there were a bunch of them scattered on the floor, some in piles. There was a staircase nearby leading down and there were some books cluttered on and around it.

_This place is a mess_, he thought to himself.

He wasn't sure where he was, or how he got here. He looked down noticed that he was in a bed, just like he thought and there was a blanket wrapped over the lower half of his body. He tried to think back, but he couldn't remember much. All he remembered was that nightmare he had. He flinched as he remembered the feeling of falling down a cliff, into the abyss. He started muttering to himself when he heard footsteps coming from the staircase.

His heart skipped a beat. He wasn't alone. _Of course I'm not alone, idiot. I couldn't have gotten here by myself._ He braced himself as he heard the steps from the staircase getting louder. His mind raced a mile a minute. _Are they dangerous? Do they want to beat me up? Interrogate me? KILL me? But... wait... if they wanted me dead they would've done it already..._ He continued staring at the staircase as he saw the figure's shadow getting larger. The shadow looked human but something about it was shaped weird. He couldn't really make out what the figure looked like from its shadow, so he kept waiting.

vvv

Spike was at the library, sleeping, when Twilight burst in the front door. He literally fell of his basket at the unexpected intrusion and he frantically tried to think of a reason why he was sleeping when he should've been cleaning.

"Oh! Twilight! ...I was just... uh... I-I... was uh, reading a... book?", was his well-thought out excuse.

Spike saw that Twilight seemed distraught, in a panic even. He was about to ask her what was going on when she told him to get her bed fixed up. He didn't object, seeing the look on her face. He had gotten the bed fixed up and ready pretty quickly. He hoped she wouldn't mind that the library was a mess. It looked like a small cyclone had come in and trashed the place. Luckily she seemed too caught up in whatever she was doing to notice. Spike sighed in relief.

vvv

As the figure made it all the way up the staircase, the man's heart was pumping so fast, he thought he would have a heart attack. However the person that the man saw wasn't **at all** what he expected. In fact, the _person_ wasn't even a person at all! In front of the staircase stood not a human, but a small, purple dragon. He had green spines coming out his head and it was standing on its two rear legs. It seemed to be carrying a small tray of... cookies... and... milk? If the man thought that was weird enough, he was seriously caught off guard when the dragon started to speak.

"Hey, uh... you alright?", it asked, when it saw the panicked look on the guest's face.

The man opened his mouth and attempted to speak, but only a light squeak came out. The dragon took a step closer and the man pointed a hoof at the dragon and stammered, "Y-you're a dragon! A talking dragon!"

Wait. Hoof.

The man's eyes widened as he looked down at his hands, except they weren't hands. They were hooves. Blue hooves. He quickly pulled the cover off his legs, expecting the worst. Well, he got it. Instead of feet, were two more blue hooves. His vision started getting blurry and he was faintly aware that he was breathing really fast.

"Are you OK?", the dragon asked again, when he noticed the blue pony had begun to hyperventilate.

Spike took another step towards the hysterical pony but before the dragon's foot could even reach the floor, he saw the blue pony sigh before closing his eyes and passing out. Spike stood there, stunned, trying to figure out what just happened. After a while the small dragon shook his head and scratched it.

"What was that all about?", he asked himself before proceeding to eat the cookies on the tray he was holding.

**To be continued...**


	2. Ch 2: Twilight Sparkle

Chapter 2:

Twilight Sparkle

Disclaimer: I do not own My Little Pony or its characters it belongs to Hasbro and Lauren Faust and whoever else owns it.

* * *

><p><em>Ugh. Gotta stop passing out. Seriously.<em>

The now-blue pony rubbed the side of his head as he opened his eyes. He looked around him and he noticed that he was still in the library.

_Wait... if I'm still here, then that means..._

He glanced down at his hands to double check and sure enough, they were hooves. His eyes grew wider and his heart started beating quickly, but luckily he didn't pass out this time.

_I guess this_isn't _a dream__, he sighed._

For some reason he was now a horse or a pony or something. How did he get here? He attempted to gather his thoughts and tried to think back to see what he could remember, but his head still felt pretty woozy. He could recall little things like his name. ...Walker? Yeah, that was it...Matthew...Walker. He could make out other things too, like a harsh white light and that nightmare he had earlier but he couldn't really understand what they meant. He retreated from his thoughts and studied his surroundings once again.

The place was a lot tidier than before. There were a few books scattered here and there, but he could at least see the floor now. He looked at the window above him and saw that it was getting dark out. He stretched his arms and legs out and pulled the cover off the lower half of his body. He stared down at his legs that didn't have feet and started to move them around which he thought felt...weird.

Slowly, he pulled his legs over to the side of the bed and moved his body up in a sitting position. He cautiously placed a hoof on the floor, followed by the other. He stood up and put his weight on them, but he stumbled and toppled back onto the bed. He attempted to repeat the action several times, but he was always met with the same results.

"This won't work..." the pony, Matthew, grumbled.

He realized standing on his read legs wouldn't do; he kept losing his balance since they couldn't support his weight on their own. He sat on the bed and pondered to himself, _How would horses wa-_. Then it hit him. Instead of putting all the weight on his rear legs he extended his forelegs (which were previously his arms) forward. He placed them on the wooden floor and feeling that he could keep his balance, he slowly began to walk around.

He smiled, finding the sensation of walking on all fours somewhat peculiar but exciting at the same time. He continued to walk around, until he heard a voice coming from the staircase leading to the floor below him. He froze immediately and perked his ears up to try and listen in.

"...hope he does get better soon. Your faithful student, Twilight Sparkle.", Matthew heard the voice say. The voice stopped and for a second he swore that he could hear... fire? And something burning. It was silent for a while until he heard the same voice say, "Oh Spike, I really do hope he gets well soon..."

He heard another voice mumbling, but he couldn't quite catch what it said.

"Passed out? Really? Maybe I should go check up on him...", came the response.

Matthew started to hear footsteps coming up from the staircase, and he started to panic. _What do I do? What do I do?_ His brain started to work furiously, debating on all the possible courses of action he had when he decided to just hide. His eyes scanned the room quickly and he caught a glimpse of a stack of books that seemed tall enough to hide him. The footsteps started to grow louder so he dashed to the hiding spot... only to trip on a book that someone had left on the floor. He crashed on the floor with a strained "ow".

As he heard footsteps reached the top of the stairway, he closed his eyes and waited for the inevitable. He heard a female voice exclaim, "Oh my!" before he felt himself being picked up and being placed back on the bed.

"A-are you alright?", he heard her ask.

"Um, yeah... Thanks.", he replied.

He opened his eyes slowly to see who he was talking to. His eyes adjusted themselves on the face of a purple... pony looking down at him with large eyes, a faint smile on her face. She had a dark blue mane and from what he could see, a pink streak ran down its middle. On her forehead was a purple horn, so he assumed she was a unicorn or something. But when looked at her face again, his heart started pounding wildly in his chest for some strange reason.

_W-wait a minute... you look familiar... I-I think...I know you from somewhere!_

Matthew wasn't sure who the unicorn was but he was certain he had already met, or at the very least, seen her before.

"A-are you sure?" The unicorn turned her head and pointed to the spot on the floor where Matthew had fell. "I-I found you on the ground, and I thought that you fell out of bed."

"Yeah, I'm good.", he mumbled, rubbing his arm. His heart started calming down and soon it was beating at its normal pace. "Uh, thanks, um..."

"My name's Twilight Sparkle.", she said with a grin.

"Oh, um, thanks then...Twilight Sparkle."

"You can just call me Twilight." The purple unicorn continued smiling for a second, then paused and looked at the blue pony and asked, "Are you feeling better now? Does your horn hurt?"

"Horn?" he asked curiously before placing a hoof on his head and moving it around. His hoof felt something hard around the front of his forehead and slowly, he traced it up to the point and found that he _did_have a horn. _That's weird. Am I supposed to like ...poke stuff with this?_

They were both silent for a while until Twilight spoke up and asked, "So, what's your name? I don't think I've seen you around Ponyville before, so I'm assuming you're new here?"

Matthew paused and thought, _"Ponyville?_"_,_before answering, "My name's... Matthew... Matthew Walker."

The purple unicorn nodded and said, "Pleasure to meet you Matthew. Can you walk?" The blue unicorn nodded and Twilight grinned, "That's good. Let's go downstairs. We need to get some food in you!"

Twilight started to head for the stairs and Matthew followed close behind. Once more Matthew tried to think back as to how he got here. He still couldn't remember much, so he thought to himself, "_I guess a couple bites wouldn't hurt. Maybe I'll start remembering once I eat something_". The two unicorns descended the stairs until they were at the library's base floor. Matthew looked around and saw that there were more books down here than there were upstairs, if that's even possible.

Twilight told him to take a seat while she would prepare the food. He made his way to a nearby table and noticing that there wasn't a chair, he sat down on his haunches and placed his two forelegs in front of him in order to stay balanced. He could hear some nearby _clings _and _clangs _from pots and pans in the kitchen as Twilight worked on the food. He looked around the library once again and wondered if the purple unicorn worked here. He decided that he would ask her once she finished in the kitchen. His eyes wandered around until he saw something unusual. A small purple dragon with green spikes on its head and back was on a ladder connected to a shelf filled with books. It looked like it was arranging and sorting it, since it was taking out a few books and placing them somewhere else on the shelf. It turned around and caught the blue unicorn staring at him. It smiled and waved his hand at the guest. Matthew found himself awkwardly waving back.

"Oh, hey there dude!", it greeted happily. "You're finally up! Phew, Twilight sure was worried."

It slid down the ladder it was on and walked over to the table. He held out one of his paws at Matthew, who shook it slowly. "My name's Spike. I help Twilight out at the library so things don't get _too_ cluttered. What's your name?"

When Spike saw the confused and panicked look on the unicorn's face, he raised his arms and said, "Hey now, don't pass out again! Twilight'll get mad at me if you do!"

Matthew shook his head and apologized, "Sorry about that. I'm not used to talking with dragons. In fact, you're the first one I've met. I'm Matthew Walker."

Spike nodded and said, "Nice to meet you, Matthew! Can I call you Matt? And I'm used to getting those kinds of reactions when ponies first meet me, since not a lot of ponies have talked to or even seen a dragon before. Well, at least without getting their heads bit off."

The unicorn grimaced at the thought of a dragon biting a pony's head off. "Haha, but don't worry," assured Spike. "Dragons aren't usually hostile unless you wake them up during their sleep or take their treasure or something."

Matthew chuckled and said, "Guess I better remember that if I ever decide to go into a dragon's cave. Thanks for the heads-up."

"No problem, Matt." There was a long pause before Spike turned around and looked back at the bookshelf. "Well, I should get back to work. Those books aren't gonna keep themselves!"

The small dragon walked away and got back to work organizing the books. _Remind me to never go into a dragon's cave._ He turned around and saw Twilight returning from the kitchen, levitating two plates with her horn which was glowing a faint purple. Matthew stared at her in wonder and thought, "_You can do that? Make stuff float?_" The lavender unicorn placed one plate on the blue unicorn's side of the table while she put a plate on her own side.

Matthew looked down at the food on his plate and saw that it was a sandwich with some flowers and greens sticking out of it. As far as he could tell there wasn't any meat inside of it. "_Wait... do ponies even eat meat?_", he thought to himself while he continued staring at the food. Seeing the look on his face, the purple unicorn across from him flushed and apologized, "Oh, I'm sorry... I'm not the best cook around. I usually eat out so I'm not really used to cooking my own meals."

Mathew quickly shook his head and reassured her, "No, sorry, it's nothing. I was just thinking about something else. The food looks really good."

"Oh, uh...thanks!", Twilight said brightening up. "Well, dig in!" She levitated her sandwich with her horn and took a bite out of it while Matthew picked it up with his hooves (he didn't know how he pulled _that_ off) and started to eat.

He found that even if there wasn't any meat in the sandwich, it was still really good. The two unicorns ate their food in silence until Matthew asked, "So, uh, do you work here?"

Twilight swallowed her food and responded, "Well, sort of. I actually live here, in the library. That's why there was a bed upstairs."

"Oh. Then you must get a lot of visitors then?", he asked, thinking of the public library in the city he lived in.

The purple unicorn's face dropped when he asked this and she answered, "Well, not really. Nobody really likes reading books around here, even though there's such a wide range of subjects that the books here cover." Twilight looked down sadly at her sandwich, taking a bite and chewing quietly.

"Well, uh, if it's any consolation, I do love reading books myself." Matthew said with a smile, thinking of the times he had visited the library in his free time (though he doubted he read as much as this unicorn did).

"Rmomf?", Twilight garbled with her mouth full. She swallowed her food and said, "I-I mean, really?", perking up and looking at the blue unicorn in the eyes. "That's great! I have so many books here and I'm certain I can find you something you'd enjoy. I could even get Spike help me look! What kind of books do you like? Are you interested i-"

She stopped when Matthew raised a hoof, interrupting her. He chuckled and suggested, "That would be great, but don't you think we should finish eating first?"

Twilight smiled nervously and looked down again, blushing slightly. "Oh. Right. Sorry about that. I just get excited when I meet somepony else who likes reading too."

They continued eating and after a long silence Twilight cleared her throat and continued the conversation. "So where are you from? I haven't seen you around Ponyville so you must come from somewhere else."

Matthew frowned and thought long and hard. _That's weird... I don't remember where I'm from... I mean, I know I'm human... but I don't even remember the city that I lived in..._

"I... don't know.", he admitted. "I can't seem to remember anything about where I'm from. I don't even recall how I ended up here."

Twilight frowned and thought hard for a moment before describing how she had found him. "I do remember finding you passed out near Everfree Forest. I was heading to my friend's house to help her feed some animals when I sorta ran into a... tree... and got stuck." She paused and grinned nervously at the blue unicorn sitting across from her, but seeing the completely serious look on his face, she could tell this was something he wanted to know, so she continued her story. "I pulled myself out but I got launched back into some grass. I heard some sounds coming from a nearby bush and when I looked, I found you passed out behind it. You... were mumbling things I couldn't understand... and when I was carrying you back here, you started screaming. Do you remember how you ended up there?"

Matthew sat deep in thought. He tried thinking back and he found that his mind was feeling a bit more refreshed, possibly from filling his stomach with food. But he still couldn't remember anything, except that he knew for a fact that he was a human before he became a pony.

"A-actually, Twilight, I'm...um...", he stuttered.

"Yes?", she asked, looking at him curiously.

"I...", he began.

He was about to tell her that he had no idea how he ended up there, and that he wasn't even a pony to begin with. He was going to mention that he was actually a human and not...not a unicorn. But he couldn't get himself to say it. _If I tell her I'm a human, she'll think I'm crazy. I mean, I'm not sure they even know what a human __is__._

He didn't want anyone... err, any_pony_ here to think he was crazy, especially not Twilight, the one pony that had taken care of him and nursed him back to health. Then he remembered something else. _I also gotta find out where I've seen her before...and if I tell her I'm human now I may never find out._So after some consideration he decided that he would keep his true identity a secret, at least for now.

"I-I'm not sure how I got there... maybe...I'll remember it later?" Matthew could feel sweat on his forehead and he hoped she wouldn't notice.

"Oh, that's too bad.", Twilight said with a sad look on her face.

They were both just about finished with their meal when Matthew began to feel thirsty. "Excuse me, Twilight, but do you have water or anything like that?"

"Oh, of course! I can't believe I forgot the beverages. Sorry about that.", she apologized. She turned and called for Spike, who was just finishing up organizing the books on the shelf.

"Yeah, Twilight?", he answered as he dropped down from the ladder.

"Spike, would you mind preparing some tea for Matthew and myself?"

"Aww, but I was going to go to sleep after I finished, Twi!", he complained.

"C'mon Spike? Please?", she asked, with a pleading tone. "Aren't you my Number #1 assistant?"

Spike rolled his eyes and after a moment of silence, he gave in. "Fine. But only because I'm the number one assistant here." He turned his head around and stuck his tongue out at a small brown owl that Matthew hadn't noticed before.

"Who.", the owl hooted.

"Me. I'm the number one assistant.", Spike responded to the owl.

"Who."

"Me! Spike! I'm the nu- ah forget it." Spike groaned as he made his way to the kitchen to prepare the tea, while Twilight giggled.

He came back a few minutes later with two cups of tea and served it to the unicorns before heading upstairs and proclaiming, "If you need me, I'll be asleep."

"Sweet dreams, Spike!", Twilight said before he disappeared up the stairs.

The two unicorns were each quiet as they drank their tea. Matthew wasn't too big a fan of the beverage, preferring his tea iced, but he had to admit this tea was pretty darn good. After they both took a sip of their tea Twilight spoke up and asked, "So where are you going after this?"

Matthew scratched his head. He wasn't sure where he _was_ going to go. He didn't even remember why he was here in the first place. "I'm... not sure. I don't really remember how I ended up near... Ponyville was it?" Twilight nodded. "I don't really know anypony around here, so I guess I can stay in an inn or something."

"I don't think there _is_ an inn around Ponyville." Twilight scratched her head and tried thinking. "It's a pretty small town and ponies don't usually come through here so an inn hasn't really been established yet."

_Well, that's great,_Matthew thought to himself. _And even if there_was_an inn here I don't have any money... Do they use money here? Probably, I'm guessing._ He started thinking about where he was going to stay, and the idea of living on the streets kept popping back up into his mind, much to his dismay.

Noticing the worried look on his face, Twilight cleared her throat and suggested, "Well, maybe you can stay here. I've got a spare bed and you're more than welcome."

"R-really?", he stuttered. "I-I don't have any money, though..." His eyes dropped down to the cup of tea below him.

"Don't worry about it. You can stay here as long as you'd like, and maybe we can even find out where you're from.", Twilight proposed.

"Oh, right." _And also, if I can__ find out how I got here, maybe I can find out how I can get out._ "Thanks, Twilight. I really don't know how I can thank you enough for this.", Matthew said with a smile of gratitude on his face. _I could probably just stay here and read up on the books. Who knows? Maybe it_is _possible to_ _find a way to get out of here. Plus l should probably stay inside. I don't want to attract any unwanted attention. Gotta stay low._

Twilight smiled back and after a short pause, her eyes widened and she quickly remarked, "Oh yeah, I almost forgot! You have to meet my friends! I think you'll like them, they're super nice."

Matthew flinched at the suggestion and nervously asked, "A-are you sure? I mean, I get pretty shy around new people."

"Oh trust me, I doubt you're worse off at meeting new people than one of my friends.", the lavender unicorn chuckled, thinking of a certain yellow pegasus with a pink mane.

Matthew tried to think. _If I meet her friends, they'll probably ask where I'm from and how I got here and when I can't answer them, some of them are probably gonna get suspicious... But still... Twilight_is_giving me a place to stay and meeting her friends would be the least I can do for her._The blue unicorn sighed quietly and submitted. "Alright, I'll meet your friends."

"That's great! Thanks, Matthew.", Twilight exclaimed with a large grin on her face.

"No, no, it's the least I can do." Matthew took a sip of his tea and thought, _Yeah, now that I think of it... I mean, it can't be_that_bad._

"Pinkie's probably going to throw a great party for you.", he suddenly heard say.

_Urk!_ The blue unicorn was caught off guard when she said this and practically started choking. After a few moments of panic, he regained his breath and cleared his throat. He faked a smile and inquired with a high pitched voice, "P-Party?"

"Yeah, Pinkie throws the best parties around Ponyville. She'll probably invite everypony to attend!"

Matthew felt his blood drain from his face and he tried his best put on a bigger smile, although he felt like his face was going to crack in half. "Greeaaat", he said weakly, his left eye twitching. _So much for staying low._

**To be continued...**


	3. Chapter 3: Welcome to Ponyville

Chapter 3:

Welcome to Ponyville

Disclaimer: I do not own My Little Pony or its characters it belongs to Hasbro and Lauren Faust and whoever else owns it.

Matthew grunted as he struggled to push the heavy guest bed up the staircase that seemed to go on forever. Even with Twilight pulling on the other side, it took them a good five minutes to even move the thing half way. As it neared the top of the stairs, they found it increasingly difficult to keep going.

"Almost...there...", Matthew heard Twilight groan.

The blue unicorn gave one final heave before he heard the bed reach the top of the staircase with a resounding _thud_. He sighed heavily as he and Twilight slumped over to the mattress and fell back-first onto the soft cushion. The two stared at the ceiling, panting heavily for some time, before their breathing calmed down and it became quiet.

"Um, Twilight," Matthew spoke up. "I just wanted to say... thanks again... for everything."

The purple unicorn turned her head and looked at him. "It's no problem, Matthew. Anypony else would have let you stay over at their homes, seeing as you have nowhere else to go."

Matthew turned his head and returned Twilight's stare. "Not just that. I mean, if it was somepony else who found me passed out that day they probably would've taken me to the hospital, sure, but you actually took me to your home, let me sleep in your bed and cooked dinner so you could feed me. For that, I'll always be grateful."

Twilight quickly turned her head and looked back up at the ceiling and said, "W-well, it was the right thing to do, and besides, it wasn't that big of a hassle."

"Doesn't mean I appreciate it any less." Matthew turned his own head back to the roof and stared at it, thinking of nothing in particular. After a moment, he grunted as he pushed himself up and off the bed.

"What say we move this bed over so it isn't blocking the stairs?", he suggested.

Twilight got up from the bed and chuckled, "Yeah that might be a good idea."

Together, the two pushed the mattress so that is was right across from Twilight's own bed. As they were moving the heavy object, Matthew caught eye of an open door that seemed to lead out to some sort of balcony, so after they finished moving the bed, he stepped outside in order to get a good look at Ponyville.

He couldn't really make out a lot, seeing as it was dark out, but he was able to get a faint idea of what the place looked like. He was surprised when he saw that the houses here were actually pretty big, with some of them reaching three storeys high. As far as he could tell, all of them had the same triangular roofing and were made of a material he guessed was hay or something.

It was quiet out, since most ponies would be at home sleeping at this hour. He could still glimpse a few ponies walking around and he noted that a lot of them had different coloured coats and manes. He observed the different ponies, each going about their business when he spotted a pair of them, snuggling in a bench under the moonlight. One of them, a teal unicorn with a similarly coloured mane was grinning happily as a cream coloured pony with a pink and blue mane snuggled up to her.

Matthew couldn't help but smile at the sight. _I guess just because it's a different species doesn't mean you can't find love. _He continued staring at the couple when he heard the faint sounds of hoofsteps approaching him from behind. He glanced beside him and saw that Twilight was also looking out at the two ponies on the bench.

"That's Lyra and Bon Bon," Twilight informed Matthew. "They've been going out for a while and I think they're still going strong."

Matthew nodded and said, "They make a cute couple." After a short moment of silence, the blue unicorn asked, "So, how about you? Ever meet that special someone?"

"U-um what?", Twilight stuttered. "I-I don't think I know what you're talking about."

"You know...", the blue unicorn tilted his head. "Like a boyf-" He stopped mid-sentence and frowned. _Wait a minute... I don't think they call it a boyfriend here. Let's see... male horse... Oh! Right!_ "Like a colt-friend", he finished.

"I-I, uh... don't really have t-time for that sort of thing, since I usually stay indoors and read, so I don't go out often and I guess I haven't really gotten around to it yet."

"Oh, well that's a shame; I think you're a great pony. You're pretty and you've got an awesome personality. I think whoever goes out with you would be a lucky stallion.", Matthew said, walking back into the bedroom and away from a very red faced Twilight.

The blue unicorn hopped into his bed and yawned, "We should get some sleep. I think it's going to be a long day tomorrow, since I'm meeting your friends and having that party."

Twilight shook her head vigorously and walked back to her own bed. "Yes, you're right. Let's get some shut-eye. And don't worry about tomorrow; you're going to love my friends."

The purple unicorn settled herself in her bed and placed her head by a nearby lantern, which she blew out, dimming the room.

"Good night, Matthew," she said softly before closing her eyes.

"Good night Twilight."

* * *

><p>...<p>

"...Are you sure you vant to do zis? It zeems highly... unethical."

"Doctor, you are not paid to ask questions. You are paid to do what I say."

The doctor scoffed. "Not paid enough, I zhink." There was a pause, and then, "Very well, everyzhing is set up and ready. Now ve can only hope zat he lives through zis procedure..."

It was quiet for a brief second, and then...Pain. Intense, shooting pain in his head. He couldn't think. He couldn't breathe. All he could see was red. The pain wouldn't stop. It only seemed to grow worse with every passing second. _Stop! Stop! Make it stop! Please! Just make it... stop..._

* * *

><p>Matthew sprang up, clutching his chest and gasping for breath. He could feel his forehead covered in sweat and he felt like his heart was going to explode from beating so fast. <em>What the <em>_**hell **_was_ that? _That was the second nightmare that he's had since his arrival as a pony and that one was even more obscure than the last. And not to mention a lot more painful. He shuddered and slowly put a hoof to his head, but the painful feeling was looked across from him at Twilight's bed and to his alarm he saw that she wasn't there. He scanned the bedroom, looking for her. It was now bright out and sunshine streamed in through a window illuminating the area, but he still wasn't able to locate her.

Seeing that she wasn't in the room, he slowly got up from the bed and started to head down the stairs. He could smell something good wafting up from below and his stomach started to grumble. As he descended the stairs, he caught sight of a certain purple unicorn lying down on her stomach in the middle of the room, reading a book. She noticed him coming down the stairs and greeted him with a smile. "Good morning, Matthew!"

"Morning Twilight..." he groaned, rubbing his head.

Twilight frowned and asked, "Are you alright? You look pretty tired. Did you have a bad dream?"

"Guess you could say that," Matthew mumbled, making his way towards the delectable odour which he discovered was a tray of steaming muffins. He picked one up and took a bite. _Strawberry. Not bad._

"Do you want to talk about it? I read that it's not good to keep things like that bottled up."

"Nah, it's nothing. Say, did you make these muffins? They're pretty tasty." Matthew took another large bite from the strawberry flavoured pastry.

Twilight could tell that he was trying to avoid the subject so she decided to drop the questions for now. "No, actually, I picked it up from a bakery called Sugarcube Corner. One of my friends work there, the one I said was going to throw you a party. I told her all about you and that you were new to Ponyville and she got pretty excited. She said we should come back later on in the day while she prepares the party."

"Okay, that makes sense." Matthew leaned up against the wall and resumed eating his muffin while Twilight turned back to her book.

"So what're you reading?"

Twilight buried her face deeper into the book and said, "Uh, n-nothing. Just reading about the history of Equestria and that kind of thing." Matthew couldn't really see her face very well since she was covering it, but he swore he could see her... blushing?

_Anyways,_ Matthew thought. _So this place is called Equestria? Is it the name of this country, or the world in general?_

He stuffed the final piece of muffin left in his mouth and swallowed. He quickly raised his hoof to his mouth as he felt a burp coming on, but it still came out as a loud belch. His face reddened as he scratched the back of his head. "Hehe, woops. Sorry about that."

Twilight giggled and said, "Its fine. Are you ready to go?"

"Yeah, I should be good, but one last thing before we go. You wouldn't happen to have a bathroom here do you?"

She showed him the way and once he was inside, he quietly shut the door behind him. Sighing heavily, he closed his eyes and walked over to the mirror. _Well, here goes nothing_.

He opened his eyes stared at his reflection. "Woah."

Aside from the fact that he was a pony and the fact that he had a sort of azure coloured coat, he looked just like he did when he was human. He had the same brown hair, cut short and messy just the way he liked it, the same brown eyes, and he even thought his nose was shaped similarly to his own when he was human. If someone who knew him well from before he turned into a pony would look closely at him now, he figured they could probably tell who he was.

_But why blue?,_ Matthew wondered. _It's not even my favourite colour... and why the horn?_

He stood by the mirror for some time, transfixed by his own reflection. Eventually he forced himself to walk out of the bathroom and back to the main area where Twilight was waiting for him.

"Alright, I'm good. Let's go." As the two unicorns walked out of the library, the image of what he now looked like stuck in his mind. Once again he wondered in his head, _Why the hell was I turned into a pony..._

* * *

><p>As Matthew and Twilight wandered around Ponyville, he had to admit he was slightly taken aback at how different the town was during daytime. There were a lot more ponies who were out and about on the streets doing things like gardening, shopping and picnicking. The town itself was very colourful, and the different flowers that decorated the area helped to add to that cheery feeling Ponyville had. Twilight acted like a tour guide to the blue unicorn, pointing out the different buildings and landmarks.<p>

"We should head for the marketplace first. One of my friends should be over there selling her apples right now."

When they entered the marketplace, Matthew was shocked by the large amounts of different produce being sold there. They weren't restricted to just fruits or vegetables either; there were stalls for things like drinks, cooking utensils and even books. There were also various ponies conversing and grocery shopping in the area. Some of the customers were casually chatting away with the stall owners while buying their produce and placing them in bags they carried around their backs.

They continued walking through the market when Matthew caught a whiff of something _really_ good. Even though he just ate, he found himself licking his lips at the aroma. As the smell got stronger he realized that they were actually heading _towards_ with the delicious smelling food. They approached the stall and Matthew could hear the loud voice of the shop owner advertising her wares.

"Apple Family Special, t'day only! Buy a bag of apples an' get a world-famous Sweet Apple Acres apple pie free!"

"Hey, Applejack!", Twilight greeted as she walked up to an orange pony with a blonde mane. It was tied back with a red band and her tail was also held tied similarly. On her head she wore a brown Stetson-style cowboy hat, with what appeared to be a small bite taken out of the front brim.

"Well, howdy Twilight!", she greeted back. She appeared to be the owner of the apple stall, since she had some sort of small apple stamping on her flanks. Three of them, actually. _Well, I guess she's just really committed to her trade, _Matthew thought.

"This is Matthew," Twilight introduced. "I met him yesterday and he's new to Ponyville, so I'm showing him around town."

The orange pony walked up to Matthew and inspected him. The blue unicorn gulped as he felt her eyes looking over his body. "U-um, hi. I'm Matthew Walker. Pleasure to meet you." He extended a hoof.

The mare turned her eyes back up and looked at Matthew's. They stood there for a while, and Matthew could feel a drop of sweat sliding down the side of his head. Suddenly, the pony grinned and shook the blue unicorn's hoof rapidly. "Well, howdy Matth-_EE_-yoo!", she said in a thick accent. "Now that there's a mighty odd name, if I do say so mahself."

"Oh, thanks." He struggled to free his hoof but the orange pony had an iron grip. _She's uh... a lot *grunt* stronger than she *grunt* looks..._

"Now don't worry about it none, ah've heard stranger names, believe me! Ah'm Applejack, by the way. I work over at Sweet Apple Acres, home to the best tastin' apples ya ever did eat!" Applejack released his hand after she said this, which Matthew cradled and blew on.

"I'm sure you're apples are quite delicious," he said nervously, rubbing his hoof.

Applejack grabbed an apple from a basket on her stall and handed it to Matthew. "Here, try one! You'll see, it's mighty delicious."

He looked at the shiny red apple he held in his hoof and cautiously took a bite out of it. When he felt the fruit's juices make its way onto his taste buds, his eyes widened. _Woah_. _This _is _really good! _He smiled and took another bite from the apple.

Applejack nudged Twilight and smiled smugly. "Another satisfied customer."

Twilight smiled and asked, "So where's Applebloom? I don't see her around here, so I'm assuming she's with the other Crusaders?"

The orange pony rolled her eyes. "Hay, if ah know. Those three have been doin' crazier and crazier stunts since the past couple weeks. They could be skydivin' for all we know..." Her eyes widened. "Oh, they better _not_ be skydivin' or I swear, ah'll..."

"Its okay, Applejack. I think those three have enough responsibility and self-control to know not to be doing something dangerous like that.

...I think."

"That was really good, Applejack. Thanks." Matthew grinned, walking over to the two mares. "But, um... how much did it cost?"

"Ain't no problem, Sugarcube. It's on the house. Any friends ah Twilight's, a friend ah mine."

"Oh, well, thanks!"

Twilight turned her head and looked behind her. Noticing the long line of ponies waiting to buy apples, the purple unicorn tapped Applejack's soldier. "Uh, Applejack?" She pointed behind her.

"Oh, horseapples! Ah'd love to stay an' chat with ya'll but I gotta get back to work! I reckon ah'll see you two at th' party?"

"We'll meet you there.", Twilight nodded.

The orange pony turned to her customers and greeted, "Howdy there! Lookin' to buy some of th' best apples in Equestria?"

"So where we off to now Twilight?", Matthew asked

"I was thinking we could head over to the Carousel Boutique and meet another one of my friends. Her name's Rarity and she's a fashion designer; she's actually the one who designs the dresses for the Grand Galloping Gala every year.

"You don't say." _I have no idea what a Grand Galloping Gala is. _"Have you ever attended the Gala before?"

"Ehehe, yes I have, but that was kind of a disaster.", Twilight rubbed the back of her head and smiled sadly.

Matthew chuckled and shrugged, "Well you know, we all have those days sometime or another. I won't push you tell me the details of what happened."

Twilight gave a soft smile. "Thanks Matthew. I really appreciate that."

The two made their way out of the marketplace and headed towards the Carousel Boutique. As they left, Matthew noticed that the orange pony, Applejack, wasn't the only one to have some sort of stamping on their flanks. From what he could see, nearly all of, if not _all_ of the storekeepers had a marking that resembled the products they were selling. One of them, for example, owned a carrot stand, and unsurprisingly she had a triplet of carrots as her stamp.

Matthew could even see that even some of the _customers_ had a stamping, and something odd that he noticed was that _none_ of the markings were the same. Sure, some were similar, like these three ponies who each had a flower marking, but the _type_ of flower was different. All of them were unique, and even though he tried looking, Matthew just couldn't find two of the same markings. He was about to ask Twilight if she had a marking too, but thought better of it. _Maybe it's rude to ask if you have one. I'd rather not take any chances._

Eventually the two unicorns reached a tall, fancy and very colourful building. Matthew gaped at how nice the building looked. The attention to detail was superb and the exterior of the second floor was decorated with metal that was shaped similarly to that of a carousel ride. There were patterns on the roof and walls of the building, which to Matthew seemed to work well with the different colours of the structure.

Twilight walked up to the front door and knocked on it lightly. No answer came from the other side, so Twilight knocked again, a bit louder this time, and slowly opened the door.

"Rarity? Are you home?"

A faint response came from inside the building. "Ah, yes, Twilight, I'm upstairs. My apologies that I couldn't come to the door, but this part is _extremely_ important and one simply cannot walk away from something this delicate, especially not me!"

"It's alright Rarity." Twilight walked into the building and Matthew followed closely behind.

The bottom floor was, to put it simply, very _purple_. There were purple curtains draped all around and even the floor had some sort of faint purple scheme to it. There was a nearby stage with several mirrors surrounding it to allow for any ponies standing there to see themselves at every angle. Matthew also caught glimpse of a hanging rack where several dresses and saddles were placed. He examined them and thought, _I'm not a pony... but I gotta admit those clothes look pretty nice. Although I don't know why horses even need clothes._

They headed up the stairs and quietly entered a room where a white unicorn with a purple mane stared pensively at a horse-shaped mannequin wearing a dress adorned in... jewels? But these weren't ordinary jewels. No... the gems were actually _changing_ colour as Matthew moved his head. When he raised his head the jewels turned into a deep-blue sapphire, but when he ducked in they changed into a crimson-red ruby._ Woah. That is awesome._

The unicorn smiled and nodded her head in approval. She lifted several more gems from a nearby chest and arranged them on the dress using her magic. Matthew's eyes widened as he saw this. _So she can use magic too..._

"Wow Rarity, that looks incredible!"

"Why, thank you Twilight. It is rather fetching isn't it?", the white unicorn said, still staring at the mannequin. Matthew noticed that she was wearing red glasses perched on her nose, which he didn't even find odd anymore.

"I recently discovered a spell that allows you to change the colours of gemstones and after experimenting with it a little, I managed to do _this! _Oh, this discovery will certainly earn me a great deal of praise and fame from the fashion industry." Matthew could see her blue eyes sparkle a bit when she said that last sentence.

Twilight smiled. "I'm sure it will, Rarity. I mean, you already make the best dresses around, and I'm certain new gemstone is sure to take your designs to a whole new level."

"That it will!" The white unicorn turned around and asked with a smile, "So what do I owe the pleasure, Twilight? Do you perhaps need a new dress? Because I have _just_ the thing I've been working on for a while, although it may require of a bit spiffing up to bring it back up to standards."

"Thank you for the offer, but I just came by to introduce you to Matthew over here. He's new to Ponyville and he's the one I told you about earlier this morning."

Rarity turned her head to face the blue unicorn who she just noticed now. "Oh, I'm sorry, I didn't see you there! My name is Rarity and I'm Ponyville's local fashion designer, although I design clothes for other faraway places too, such as Canterlot. Twilight's told me all about you, Matthew!"

Rarity tilted her head, so her eyeglasses were drooping as she eyed Matthew. "I must say, she was right – you _are_ rather hand-"

Twilight quickly reached across and placed her hoof on Rarity's mouth. "Rather handy! Yep, really handy at the library. That's what she was going to say, handy." The purple unicorn smiled nervously and quickly gave a stern look to her friend. Rarity's eyes widened in understanding and she gave Twilight a quick wink before her mouth was released.

Matthew scratched his head and introduced himself. "Pleasure to meet you Rarity. I'm Matthew Walker, as Twilight has told you. I saw a lot of dresses on a rack downstairs. Did you make them yourself?"

"Oh, those old things? Why yes, I did make them myself, although they aren't some of my finer dresses."

Matthew shook his head. "Actually, they look really nice. You're very talented at dressmaking."

Rarity smiled. "Oh, why thank you Matthew. You're such a gentlecolt." She nudged Twilight and whispered, "I like him already."

It was silent for a while until Rarity gasped. "Ideeaa~"

"Huh? What is it Rarity?" Twilight asked.

"I was just thinking and I thought that perhaps I could design a new suit for Matthew! It would be quite the fun challenge to do, since I don't usually get many orders for colt clothing."

"Um, I'm not sure Rarity... Matthew's going to be pretty busy getting ready for the party and –"

"Oh, then he can come tomorrow! Surely, he'll have time then." Rarity gave a sly grin to Twilight. "Unless of course, you need him that day for yourself."

Twilight flushed and stammered, "N-no I don't! I have that meeting with Princess Celestia tomorrow, remember? I just thought that Matthew was going to be busy tomorrow. But this isn't really my choice, so you have to ask him."

Rarity turned to him with hopeful eyes. "Oh, please please please, Matthew! Allow me to make this suit for you!"

_Hmm... I _was _going to spend time tomorrow at the library and try to find out how I got here. I really don't want to spend my time tomorrow trying on a suit._ Matthew looked over at Rarity's eyes. He wished he hadn't done that. He sighed and said, "Sure, why not?"

"Oh, thank you, thank you, thank you! This is going to be so exciting! Drop by tomorrow and we'll get started right away."

"No problem. Guess we should be going now?"

Twilight nodded. "Meet me outside Matthew. I have to talk with Rarity for just a second."

Matthew headed down the stairs and once he was gone, Twilight turned to her friend. "About that book I borrowed this morning Rarity... I'll give it back."

"Oh, no, no no! Feel free to keep it with you for as long as you would like. Consider a gift, if you will. I have _plenty_ of other books on the subject, believe me."

"Thanks Rarity." Twilight smiled at her friend's generosity.

"And you can always turn to me if ever you need the extra advice."

"I'll do that." Twilight turned to leave, but quickly turned back. "Oh right, before I forget, I'll need you to Pinkie Pie swear that you'll keep it a secret."

"But Twiilight!" Rarity protested.

"No buts! Please Rarity?" She looked at her friend with a pleading face.

The white unicorn sighed. "Fine..."

* * *

><p>Twilight rejoined Matthew outside the Boutique soon after.<p>

"Alright, where to now?" Matthew asked.

Twilight's stomach growled and she grinned sheepishly. "I was thinking we could get a bite to eat. I'm getting pretty hungry."

"Haha, I hear you there, Twilight."

They headed off towards a nearby café and ordered their food. There were a variety of different choices on the menu and Matthew was unfamiliar with most of them. What he noticed, though, was that there wasn't a _single_ choice on the menu that contained any meat in it. _Well that settles it. Ponies don't eat meat and I'll just have to get used to it._

Twilight ordered a salad while Matthew decided to have a veggie sandwich, which he was already familiar with.

"So what do you think of my friends so far?" Twilight asked while they waited for their meals to be cooked.

"What can I say? They're super nice, that's for sure. If your other friends are just like them, I can't wait to meet them."

"Oh they are, don't worry." Twilight assured.

Soon their food was served and they started to eat. Matthew grabbed his sandwich while Twilight used magic to levitate her fork and used it to feed herself. That got Matthew thinking. Twilight had been able to use magic to levitate things and that Rarity had done the same thing earlier in her shop. How'd they do it? He stared at Twilight eating and noticed that her horn was glowing a faint purple. _Wait a minute... That one time in the library when she levitated those plates her horn was glowing then, too. And when Rarity used magic on the gems her horn had glowed as well..._ Then it hit him. The horn! The magic came from their horns! And if _he_ had a horn, maybe he could...

He placed his sandwich back on the plate and closed his eyes. He cleared his mind and tried to will the sandwich into floating. _Up! Lift! Rise! Levitate!_ The sandwich stayed exactly where it was.

_Hmm... maybe I have to say some magic words? Abracadabra!_

Nothing.

"Matthew? What are you doing?" Twilight asked when she noticed that the blue unicorn across from her had closed his eyes and started mumbling to himself, all while making a pushing motion with his front hooves towards his sandwich.

Matthew opened one eye. "Is it working?"

"Is what working?" Twilight asked, genuinely confused.

"Oh." The blue unicorn's face dropped when he saw that his sandwich hadn't moved. "Sorry, I was just trying to make this thing float. How'd you do it?"

Twilight frowned and scratched her head. "You mean you don't know how to levitate objects?" That was peculiar. Every unicorn should, at the very least, learn the levitation spell. It was one of the first spells you learned as a foal.

Matthew smiled nervously. "Um, no... Sorry."

"Hm... well, do you know any other spells?"

"I don't think so."

This _was_ odd. The fact that Matthew didn't know how to use magic only served to rouse Twilight's curiosity of the blue unicorn. _Maybe if we can find out where he's from..._

"Um, Twilight?" He noticed that she had a very contemplative look on her face. _Wait a minute... what if _every_ unicorn knows how to use magic?_ His heart suddenly started beating faster when he realized what he just did. _Then that means I've just given myself away! She's probably suspicious of me now! This isn't good..._

"Twilight, I'm sorry that I don't know how to use magic, but-"

She quickly shook her head to clear her thoughts. "No, no, I'm sorry. I was just thinking that since you don't remember how you got here, it could be possible that you've forgotten how to use magic as well. Maybe if we can find out where you're from, you'll remember how to use magic again."

_Phew. Guess I'm safe for now._ "Yeah, that's a good idea. And maybe in the meantime, you could teach me how to use magic?" He wasn't going to pass an opportunity to learn how to use magic.

Twilight thought for a moment and smiled. "W-well, I've never actually taught somepony else how to use magic, but sure! It could be fun, and it might be a great way to teach you what I've learned in my studies."

"It's a deal then." Matthew grinned.

* * *

><p>Once they finished their meals Twilight decided to tour Matthew around the rest of Ponyville while they waited for the party preparations to be finished. Matthew realized that the town was actually pretty small; he could quickly memorize all of the key locations and shops scattered throughout the town. One of the stores in particular, Quills and Sofas, struck Matthew as odd. What kind of store sells <em>only<em> quills and sofas? They weren't even related to each other. Nonetheless, he kept the location of that store in mind. Who knows? It might come in handy one day. The two finished touring around Ponyville and ended back at Twilight's library. By then it was getting fairly late so the two unicorns started to get ready for the party.

"Am I supposed to wear something fancy or..."

Twilight giggled. "Don't worry, just be yourself. The party's going to be lots of fun, you'll see."

After they got ready, the two headed off to Sugarcube Corner. If he didn't already know, Matthew would have instantly guessed that the place was a bakery or confectionary store. The whole building resembled a huge gingerbread house. The rooftop was chocolate brown and there was even a frosting decoration that surrounded the building. _Wow. They really pay attention to building details here._

As they neared the front door, Twilight frowned and hit her head with her hoof. "Ah, I think I forgot something at the library. I have to go back and get it. Matthew, why don't you go on ahead? I'll meet you inside."

"U-um alright." He said nervously. He really did _not_ want to go to this thing alone - it would be really awkward. Even if Applejack and Rarity were supposedly at the party too, he wanted Twilight to be the one to introduce him to the other locals of Ponyville. _Ah well... it shouldn't be_ too_ bad. I'll just walk around and maybe Applejack or Rarity could help me out._

Twilight turned and headed back to the library while Matthew slowly opened the door and walked in. It was _dark_ in there. He couldn't see anything even if he tried. The windows were closed and the lights were turned off. _What kind of a bakery is this?_

He fumbled in the dark for sometime before he called out, "I-is anyone here?" No response. _Huh. Maybe I'm at the wrong buildi-_

"SURPRISE!"

_JESUS CHRIST!_ Matthew thought his heart was going to burst out of his chest and keep flying for another mile or two. The lights were suddenly turned on, revealing a large number of ponies in the building, smiling and cheering.

He looked around once his vision adjusted. There were some ponies he could see that he had already been acquainted with. From what he could see, Applejack was there, as was Rarity. There were plenty tables arranged to the sides with various types of food on them. Cupcakes, muffins, doughnuts, and even a punch bowl were present. There was a long banner hanging from the roof that read: _Welcome to Ponyville Mathyou!_ He couldn't help but crack a smile at that.

"Uh, th-thanks you guys," was all he could say. He could faintly hear the sound of somepony approaching him from behind. _Twilight._

"Surprise, Matthew!" She said happily.

He exhaled a sigh of relief. _Thank god. At least I won't go through this alone._

A loud, happy voice came from behind the large crowd of ponies. "Oh, oh! Where is he? I wanna see him!" The crowd parted slightly, revealing a pink pony with a cotton candy-like mane and tale. She looked at Matthew and gasped. She hopped energetically towards the blue unicorn and started jumping around him.

"You must me Matthew! It's soo good to finally meet you. Twilight's told me all about you! I'm Pinkie Pie, and I threw this party just for you, because Twilight told me you're new to Ponyville, and since I know just about _every_ pony in Ponyville, I always get excited when new ponies arrive because it means I've never met you before, and that means that I get to throw a welcoming party! And I love parties – birthday parties, dinner parties, tea parties, search parties, you name it! If there's a party, I'm there!

Matthew was starting to feel dazed by the pink pony hopping around him. "Uh, yeah, thanks for the party Pinkie Pie. I really appreciate it."

Pinkie stopped revolving around Matthew and faced him with a grin. "Oh, no problem Matt! And just called me Pinkie! Anyways, it was _so_ fun planning this party and the look on your face when we yelled 'Surprise!' made it all worthwhile! It was so fun decorating the place and baking the food and inviting everyone to attend! Speaking of food, are you hungry? 'Cause I baked soo many treats! Do you like cupcakes? Muffins? Croissants? Ooh, how about blueberry tartlets? Isn't that a weird word? Tartlets? I mean, who even says that anymore? Taaartlets! Tartlets!

Matthew backed away slowly from the hyperactive pink pony. "U-um yeah, Pinkie. I guess it is."

Twilight chuckled and said, "Alright Pinkie, I think he gets it. Why don't we get this party started?"

"Oh, yeah! Alright everypony let's PARTY!" The pink pony hopped away from Matthew and towards a jukebox which she turned on. Music started playing and the ponies started dancing, talking, or heading for the food. "I'll talk to you later, Matt! Now I'm gonna go play Pin the Tail on the Pony!" Pinkie disappeared into the crowd and Matthew scratched his head.

"Don't mind Pinkie. She just gets overly excited at times. C'mon, there are two more friends of mine I want you to meet."

Once the party was underway Twilight and Matthew headed to the kitchen where two pegasus ponies were chatting. He'd seen other pegasi in Ponyville, flying in the sky, but he never actually got to see one up close. The pegasus on the left had a messy rainbow coloured mane and tail and a cyan coloured coat. She had a certain cocksure look on her face matched by a wide, confident smile. The one on the left, however, looked completely different. She had a yellow coat and a long pink mane which covered one her of blue eyes. If Matthew had to describe her in one word, he would instantly say _shy, _even if he hadn't met her yet.

The yellow one pawed at the ground with her hoof while the rainbow maned one bragged loudly. "And then I pulled my wings in just in time and _glided_ through the hole! You should've been there, it was _so awesome_!"

"O-oh, my... that sounds really dangerous Rainbow... don't you think you could've done something a little...safer?"

The cyan pegasus waved her hoof. "Pfft! Danger's my middle name! It's nothing the fastest flyer in Equestria can't handle!"

"W-well I guess, but..."

"Hey girls!" Twilight greeted. The pink maned pegasus yelped and hid behind a nearby counter.

"Oh, hey Twilight!" The teal pegasus said. She noticed the blue unicorn walking behind her. "Who's that?"

Twilight rolled her eyes. "This is Matthew. Matthew Walker. You know? The whole reason we're having this party in the first place."

"Right. I knew that." Rainbow hovered over to Matthew. "What's up? I'm Rainbow Dash, fastest flier in all of Equestria!"

"Hey. I'm Matthew. Good to meet you Rainbow." He held out his hoof and Rainbow pounded it.

Rainbow inspected him and asked, "So where you from Matt? I don't think I-" She stopped and her eyes suddenly widened in astonishment as she quickly backed away from him.

"What's wrong Rainbow?" Twilight asked.

"N-nothing... I, uh... I gotta go! Later!" Rainbow quickly sped away from the two unicorns and into the crowd.

_Was it something I said?_

Twilight scratched her head. "That was weird, even for Rainbow." She turned to face Fluttershy who was still hiding.

"Fluttershy come out and meet Matthew."

A barely audible response came from behind the counter. "U-um, it's alright... I don't have to meet him. I'll just stay behind this counter and –eep!" Fluttershy squeaked when she felt herself being picked up by Twilight's magic and placed in front of Matthew.

"Hi there, you must be Fluttershy. Good to meet you." He extended his hoof in greeting. Fluttershy looked down and didn't say anything.

"Fluttershy you have to shake his hoof." Twilight said,

Fluttershy slowly extended her own hoof, but continued to look down.

"That's it..." Twilight said supportively.

The two hooves slowly started to get closer and when the yellow one finally made contact with the blue one, Fluttershy yelped and ran away.

"Eek!"

"Well that's the second one that's run away from me. A-am I being too uptight or formal or..."

Twilight chuckled. "Don't worry, that's just typical Fluttershy. Although I don't know why Rainbow ran off, she usually isn't like that. And don't worry about being too formal, just loosen up a bit." She smirked at the irony of her telling somepony else to loosen up at a party when she wasn't exactly that forthcoming at her own party.

"Well since you've met all my friends, what say we actually go out there and have some fun?"

"I don't know Twilight... I'm not really good at parties a-and I-" He stopped when he felt himself being pulled by Twilight.

"Stop worrying about it! And remember, loosen up!"

And so he did. Secretly, he _was_ quite the party animal, but he was nervous because he wasn't sure how ponies were supposed to party. However he soon found out that it wasn't too different from a regular human party. Gradually his worries went away and with the help of Twilight he actually started talking to other ponies and, well... having _fun_. The rest of the night was a blur to him and a lot of things felt like they were happening really quickly. He could recall some weird things the next morning though; he remembered being picked up by several pegasi and being hoisted around like a heavy sack and being tossed from one pegasus to another, much to his dismay. He remembered joining a bunch of other ponies in a conga line led by Pinkie. He remembered scarfing down plate after plate of muffins in an eating contest with a grey pegasus with a blonde mane and peculiarly shaped eyes (although he lost that one, it was like the gray pegasus had a never ending appetite for the pastry). He could even faintly remember dancing in the middle of the building as the ponies cheered him on. But the one thing that he could clearly remember was Twilight being by his side during the entirety of the party.

Rainbow snuck through the crowd and when she finally found her target, she grabbed her and pulled her back.

"Rainbow? What in heavens are you doing?" Rarity asked loudly.

Rainbow clamped her hoof over Rarity's to keep her shut. "Shh! Keep it down, Rare. Jeez."

"Alright, Rainbow." Rarity said, softly this time, after having her mouth freed. "Now tell me, what's this all about?"

The pegasus squinted her eyes and looked around. Seeing there was nopony nearby them she asked, "Have you noticed anything... weird about that Matthew guy?"

Rarity frowned and asked, "Why, whatever do you mean?"

"I mean the fact that... that..." Rainbow shook her head as she said this.

"Yes...?"

"I-I mean, you know, the fact that he doesn't... have a..." Rainbow stuttered.

"Oh, just spit it out, Rainbow!" Rarity was starting to get a bit irritated at her friend's odd behaviour.

Rainbow leaned in and in a dead quiet voice, whispered, "I mean that fact that he _doesn't have a Cutie mark."_

Rarity was silent for a moment before she confirmed, "Yes, actually, when I checked myself, I couldn't find his Cutie mark. I had assumed it was my eyes playing tricks on me again, but now that you see it too... Do you think Twilight knows?"

"I'm guessing... I mean, she _was_ the one who took care of him when he was out, right?"

Rarity nodded and Rainbow thought for a second. "That's it. We've gotta go up to Matthew and get him to tell us why he doesn't have a Cutie mark."

She started to walk away and look for Matthew but was stopped by Rarity. "I really don't think we should go to him right now."

"And why not? The sooner we can find this out, the better."

Rarity pointed and Rainbow turned around. There was Matthew and Twilight laughing as Matthew balanced a cupcake on his nose. He tossed his head up and sent the muffin flying. He quickly tilted his head and caught it in his mouth when it came back down. Twilight cheered when he pulled this off and they started to walk towards Pinkie Pie who was still trying to pin the tail on the pony.

"They're having so much fun right now, Rainbow. Can it not wait until tomorrow? I'd rather not spoil their fun and Twilight hasn't really been this happy in a while."

Rainbow stared at the two unicorns again. Now Matthew was attempting to pin the tail, and he was spun around three times after putting on the blindfold. However, he started to wobble in the wrong direction and started to walk into a crowd of ponies with the sharp pin, while Twilight giggled, trying to stop him.

The pegasus grumbled and pouted. "Fine... But I'm gonna talk to Twilight about this sooner or later."

"Of course."

And so the party continued.

When it started to grow dark, and it was time for Twilight and Matthew to take their leave, the two headed home for the library, laughing as they recalled about the events that had transpired. The party was fun – more fun than any other party he'd ever been to in his life. There were those college parties he'd been to, sure, but at least in this party, he didn't have to carry his drunken friend all the way back to his dorm and spend the next morning cleaning up the puke in the bathroom. He smiled. This was definitely one party he was going to remember. Maybe life in Ponyville wasn't so bad after all?

* * *

><p>On a hill overlooking Ponyville two ponies stood, still as stone, as they examined the town. How long they'd been there, nopony knows, but this definitely wasn't the first time they've been here.<p>

One of the ponies commented in a gruff voice. "Nice party. We don't see too many of those nowadays."

The other pony nodded quietly.

The pony with a dark voice spoke up again. "Anyways, are you sure you wanna do this? I still don't like it, could get him killed."

The second pony stared down at the two unicorns who were heading home from the party, laughing and talking. He smiled, ever so slightly, and readjusted his sunglasses. Even in the dark, the scar that ran across his face was all too visible.

"Don't worry. It's all going according to plan."

**To be continued...**

A/N: My apologies this took a while, I was busy mapping out the plot for the whole story and I kept getting distracted. Anyways thanks for the positive reviews, you guys are awesome.


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